__________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Common stock, (Authorized, 200,000,000 shares, par value: $0.001, 1,435,354 and 633,770 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively) *

1,435

633

Additional paid-in capital

364,765

156,702

Subscription payable

—

129,123

Deficit accumulated during the development stage

(562,818

)

(507,841

)

Total stockholders' deficit

(196,618

)

(221,383

)

TOTAL LIABILITIES and STOCKHOLDERS' DEFICIT

$

7,082

$

239

The accompanying notes are an integral
part of these condensed financial statements.

*The common shares outstanding are post reverse stock split
of one share for every 100 shares of the Company’s Common stock which was effectuated on November 7, 2012. For further details,
please see Note 5 to these financial statements.

Weighted average number of common shares outstanding – basic and diluted *

705,022

633,770

The accompanying notes are an integral
part of the condensed financial statements.

*The common shares outstanding are post reverse stock split
of one share for every 100 shares of the Company’s Common stock which was effectuated on November 7, 2012. For further details,
please see Note 5 to these financial statements.

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

—

—

3,120

Share issued for services

—

—

2,500

Cancellation of other loan payable

—

—

(94,063

)

Changes in operating assets and liabilities:

Increase in accounts payable

3,913

13,500

155,377

Increase in interest payable

1,264

2,897

64,322

Net Cash used in Operating Activities

(49,800

)

—

(431,562

)

Investing Activities

Purchase of equipment

—

—

(98,307

)

Proceeds from the sale of equipment

—

—

95,187

Net Cash Provided by (used in) Investing Activities

—

—

(3,120

)

Financing Activities

Loan from related party

(23,099

)

—

71,001

Additional paid-in capital from related party

—

—

10,335

Increase in other loan payable

—

—

94,063

Subscription payable

(129,123

)

—

—

Cash received from issuance of stock

208,865

—

266,365

Net Cash Provided by Financing Activities

56,643

—

441,764

Net increase in cash

6,843

—

7,082

Cash at beginning of period

239

—

—

Cash at End of Period

$

7,082

$

—

$

7,082

Cash Paid for Interest

$

—

$

—

$

—

Cash Paid for Income Taxes

$

—

$

—

$

—

The accompanying notes are an integral
part of the condensed financial statements.

-5-

Gold Hill Resources, Inc.

(Formerly Green Star Alternative Energy,
Inc.)

(A Development Stage Company)

Notes to Financial Statements

March 31, 2013

(UNAUDITED)

NOTE 1. ORGANIZATION AND
DESCRIPTION OF BUSINESS

Gold Hill Resources, Inc. (the “Company”)
was incorporated under the laws of the State of Nevada on March 2, 2001 and originally in the travel business, where the Company
provided travel packages to financial services professionals in connection with seminars and other professional education events.

On June 6, 2008, the Company, by amendment
to its articles of incorporation, changed its name to Green Star Alternative Energy, Inc. and changed its business operations to
become a provider of energy from wind, water and sunlight. The Company ceased this business as of June 30, 2010.

On October 15, 2012, and pursuant to
the Certificate of Amendment of the Company’s Articles of Incorporation (the “Amendment”), as filed with the
Secretary of State of the State of Nevada on November 7, 2012, the Company consummated a reverse stock split of all the outstanding
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exchange ratio of
one for one hundred (1:100) (the “Reverse Stock Split”) and changed the name of the Company from “Green Star
Alternative Energy, Inc.” to “Gold Hill Resources, Inc.” (the “Corporate Name Change”). The Company’s
principal business focus would be mining and mining technologies.

On April 15, 2013, we entered into a
binding Letter of Intent (“LOI”) with Wayne Good and other existing stockholders, 100% of the outstanding capital stock
of Accurate Locators, Inc. an Oregon corporation located in Gold Hill, Oregon and Imaging Locators, Inc. a Nevada corporation located
in Pahrump, Nevada (collectively, the “Good Entities”), and various intellectual property and Micro Gold claim
by Murphy Creek, Oregon owned by Wayne Good and the Good Entities (collectively “Good Holdings”) (the “Acquisition”).

At the closing of the Acquisition Agreement
(the “Closing”), Gold Hill Resources will issue approximately 29,732,000 restricted shares of its common stock
(the “Good Shares”) to the existing stockholders of Good Holdings prior to the Closing (collectively, the “Existing
Stockholders”). The Good Shares issued to the Existing Stockholders will represent approximately 95% of the issued and
outstanding shares of common stock of Gold Hill Resources on a fully diluted basis immediately following the Acquisition excluding
any amounts of capital raised by Gold Hill Resources prior to Closing. In exchange for the Good Shares issued to the Existing Stockholders,
the Existing Stockholders will transfer and/or contribute to Gold Hill Resources 100% of the outstanding capital stock of Good
Holdings (the “Good Holdings Stock”).

The Company has minimal operations at
this time and is considered a development stage company.

NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Basis of Presentation -
The accompanying audited financial statements of Gold Hill Resources, Inc. are presented in accordance with the requirements for
Form 10-K and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting
principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary
to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been
made.

These results have been determined on
the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of
the Company's financial statements. The accompanying financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America.

-6-

Going Concern - Since
inception, the Company and has a cumulative net loss of $562,818. Since inception, the Company has also been dependent upon the
receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue,
and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination
with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination
is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through
loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions
raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements
have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Use of Estimates - The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from
these estimates.

Income Taxes - The Company
records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions,
an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary
differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are
provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets
will not be realized.

Cash and Cash Equivalents - Cash
and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date
of purchase. There is minimal cash and no cash equivalents as of March 31, 2013 and December 31, 2012.

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The fair value of the Company's accrued
liabilities and accounts payable approximate their carrying values because of the short-term nature of these items.

Stock-Based Compensation
— The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC
Topic 718, “Share Based Payment Arrangements”. The standard requires recognition of the cost of employee services received
in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform
the services in exchange for the award. The standard also requires measurement of the cost of employee services received in exchange
for an award. The Company is using the modified prospective method allowed under this standard. Accordingly, upon adoption, prior
period amounts have not been restated. Under this application, the Company recorded the cumulative effect of compensation expense
for the unvested portion of previously granted awards that remain outstanding at the date of adoption and recorded compensation
expense for all awards granted after the date of adoption.

-7-

The standard provides that income tax
effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deduction
under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related to non-qualified
stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition
of compensation cost for non-qualified stock options creates a deductible temporary difference which results in a deferred tax
asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax benefit for compensation
expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition.

Net Loss Per Share —
The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings per Share,” Under the provisions
of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares related
to stock options and warrants have been excluded from the computation of basic and diluted earnings per share, for the three months
ended March 31, 2013 and 2012 because their effect is anti-dilutive.

Concentration of Credit Risk
— Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company
maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution
may exceed FDIC insured limits.

Recently Issued Accounting Pronouncements
-

Effective January 2012, the Company
adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs
(ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International
Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either
clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for
disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application
of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective
for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on
the financial statements.

Effective January 2012, the Company
adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence
of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of
the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement
of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive
Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05
that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other
comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for
fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have
a material impact on the financial statements.

In December 2011, the FASB issued ASU
No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU
2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to
enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under
ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1,
2013. The adoption of this update did not have a material impact on the financial statements..

-8-

In February 2013, the FASB issued ASU
No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination
of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI).
The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However,
the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement
of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be
crossreferenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim
reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial
statements.

Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the
United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
present or future financial statements.

NOTE 3. RELATED PARTY TRANSACTIONS –
NOTE PAYABLE

On September 18, 2012, the Company entered
into a Secured Promissory Note (the “Secured Note”) and Security Agreement with Verdad Telecom, Inc. (“Verdad”),
which is owned by its president Eric Stoppenhagen. Under the terms of the Secured Note, Verdad, agreed to consolidate $209,800
which consisted of an outstanding principal of $166,000 and unpaid interest of $43,800. This represented the total amount of notes
outstanding as of September 14, 2012. All advances shall be paid on or before December 31, 2012 and interest shall accrue from
the date of any advance on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of seven percent
(7%) per annum, compounded annually. The Company’s obligations under the Secured Note will accelerate, upon written notice
from Verdad, upon a bankruptcy event with respect to the Company, any default in the Company’s payment obligations or the
Company’s breach of any provision of any material agreement between the Company and Verdad.

During the quarter ended March 31, 2013,
the Company paid $23,099 of the Secured Note and accrued additional interest of $1,264. The balance of principal of the Secured
Note at March 31, 2013 is $59,800. The Secured Note is secured by all assets and rights of the Company. The total accrued interest
as of March 31, 2013 is $5,449.

NOTE 4. STOCKHOLDERS' DEFICIT

On June 6, 2008, the Company voted,
to amend its Articles of Incorporation to increase the total number of authorized shares of common stock at par value of $0.001
to 200,000,000 (two hundred million). Holders of shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights and are entitled to share ratably
in dividends, if any. In the event of a liquidation, dissolution or winding up the Company, the holders of common stock are entitled
to share pro rata all assets remaining after payment in full of all liabilities.

All outstanding shares of common stock
are fully paid and non-assessable. Holders of common stock have no pre emptive rights to purchase our common stock. There are no
conversion or redemption rights or sinking fund provisions with respect to the common stock.

In March, 2001, the Company issued 6,250,000
shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

In April, 2001, the Company issued 6,250,000
shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

In the fourth quarter of 2001, the Company
issued an offering of 3,750,000 shares of its common stock to various shareholders in exchange for cash proceeds realized in the
amount of $7,500.

On May 9, 2008, the Company issued 10,000,000
shares of common stock at a price of $0.002857 per share to its new CFO/Director for a total cash consideration of $50,000.

On June 6, 2008, the Company voted,
via amendment to their Articles of Incorporation, to approve a forward share split of the Corporation's outstanding and issued
shares of common stock of five (5) shares for each one (1) issued by the Corporation.

-9-

On January 28, 2010, the Company's Board
of Directors approved the Record Date of January 29, 2010 for the dividend of three additional shares of the Company's Common Stock
for every four shares of the Company's Common Stock outstanding. All fractional shares were rounded up to the next whole share.
The date the change became effective was January 29, 2010. All numbers presented in these financial statements reflect retroactively
this stock dividend. All share amounts have been retroactively adjusted for all periods presented.

On September 17, 2010, we issued 17,400,000
to a company controlled by our sole director and officer, Jesse De Castro. We have been indebted to Mr. De Castro in the amount
of US$221,000 as a result of shareholder loans, and US$32,000 as a result of accrued and unpaid compensation. Mr. De Castro has
agreed to accept 11,000,000 shares of common stock, in partial settlement of US$55,000 of the outstanding shareholder loans, and
6,400,000 shares of common stock in settlement of the accrued and unpaid compensation.

On January 30, 2011, as a condition
of the Purchase Agreement, Mr Castro paid $10,335 of the Company’s liabilities. This amount was accounted for as an increase
in additional-paid-in capital from a related party.

Effective November 7, 2012, the Company
consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share
at an exchange ratio of one for one hundred (1:100)

.

During the quarter ended December 31,
2012, we sold 516,600 shares of our common stock for $129,123 to various accredited investors.

During the quarter ended March 31, 2013,
we sold 284,984 shares of our common stock for $79,742 to various accredited investors.

The stockholders' equity section of
the Company contains the following class of capital stock as of March 31, 2013: Common stock, $ 0.001 par value: 200,000,000 authorized
1,435,354 shares issued and outstanding.

NOTE 5. COMMITMENTS AND CONTINGENCIES

On January 31, 2011, the Company and
Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which the Company engaged
Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company’s interim sole
director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described above.

-10-

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-Q CONTAINS "FORWARD-LOOKING
STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS,"
"MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS
OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT
WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE
COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS
AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL
PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER
BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS
SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR GOLD HILL RESOURCES,
INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS"
AND THE RISKS ASSOCIATED WITH A SMALL COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL
RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE
OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH
FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS,
CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT
EVENTS.

As used herein, the term "the Company,"
"we," "us," and "our" refer to Gold Hill Resources, Inc., a Nevada corporation unless otherwise
noted.

Item 2. Plan
of Operation.

Corporate Background

The Company was incorporated
under the laws of the State of Nevada on March 2, 2001 and originally in the travel business, where the Company provided travel
packages to financial services professionals in connection with seminars and other professional education events.

On June 6, 2008, the Company,
by amendment to its articles of incorporation, changed its name to Green Star Alternative Energy, Inc. and changed its business
operations to become a provider of energy from wind, water and sunlight. The Company ceased this business as of September 30, 2010.

Gold Hill Resources, Inc. (the “Company”)
was incorporated under the laws of the State of Nevada on March 2, 2001 and originally in the travel business, where the Company
provided travel packages to financial services professionals in connection with seminars and other professional education events.

On June 6, 2008, the Company, by amendment
to its articles of incorporation, changed its name to Green Star Alternative Energy, Inc. and changed its business operations to
become a provider of energy from wind, water and sunlight. The Company ceased this business as of June 30, 2010.

On October 15, 2012, and pursuant to
the Certificate of Amendment of the Company’s Articles of Incorporation (the “Amendment”), as filed with the
Secretary of State of the State of Nevada on November 7, 2012, the Company consummated a reverse stock split of all the outstanding
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exchange ratio of
one for one hundred (1:100) (the “Reverse Stock Split”) and changed the name of the Company from “Green Star
Alternative Energy, Inc.” to “Gold Hill Resources, Inc.” (the “Corporate Name Change”). The Company’s
principal business focus would be mining and mining technologies.

-11-

On April 15, 2013, we entered into a
binding LOI with Wayne Good and other existing stockholders, 100% of the outstanding capital stock of Accurate Locators, Inc. an
Oregon corporation located in Gold Hill, Oregon and Imaging Locators, Inc. a Nevada corporation located in Pahrump, Nevada and
various intellectual property and Micro Gold claim by Murphy Creek, Oregon owned by Wayne Good and the Good Entities.

At the Closing, Gold Hill Resources
will issue approximately 29,732,000 restricted shares of its common stock to the existing stockholders of Good Holdings prior to
the Closing. The Good Shares issued to the Existing Stockholders will represent approximately 95% of the issued and outstanding
shares of common stock of Gold Hill Resources on a fully diluted basis immediately following the Acquisition excluding any amounts
of capital raised by Gold Hill Resources prior to Closing. In exchange for the Good Shares issued to the Existing Stockholders,
the Existing Stockholders will transfer and/or contribute to Gold Hill Resources 100% of the outstanding capital stock of Good
Holdings.

The Company has minimal operations at
this time and is considered a development stage company.

Results of Operation

For the three months ended March 31,
2013 and 2012, the Company had no revenues from continuing operations. It is unlikely the Company will have any revenues unless
it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's
assertion that these circumstances may hinder the Company's ability to continue as a going concern.

For the three months ended March 31,
2013 and 2012, the Company had a net loss of $54,977 and $16,397, respectively. The change was due to increased cost of consultants
related to pursuing mining interests.

Liquidity and Capital Resources

We are insolvent. As of
March 31, 2013, we had cash of $7,082 and we had total current liabilities of $203,700. The latter represents the total amount
of debts and liabilities that we owed and which are due for payment within 12 months of March 31, 2013. Thus, we have almost no
funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely
to have the resources to pay or satisfy any such claims. Thus, we clearly face a significant and continuing risk of defaulting
on our obligations to our creditors with consequential legal and other costs that would severely and adversely impact our ability
to continue our existence as a corporate enterprise.

Our insolvent financial condition also
may create a real risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes.
We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our precarious financial
condition.

For these and other reasons, we anticipate
that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue
to operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy
our obligations to our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many others.

For these and other reasons, our management
recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received
from, our officers there can be no assurance that we will receive any financing or funding from any source or if any financing
should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing
investment.

-12-

The following is a summary of the Company's
cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2013 and 2012:

Three Months Ended March 31,

2013

2012

Operating Activities

$

(49,800

)

$

—

Investing Activities

—

—

Financing Activities

56,643

—

Net Effect on Cash

$

6,843

$

—

During the quarter ended March 31, 2013,
we sold 284,984 shares of our common stock for $79,742 to various accredited investors. We have yet to issue these shares.

The Company currently has nominal assets,
no active business operations and no sources of revenues. The Company is dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company.
In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued
funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Our financial statements indicate that without additional capital, there is substantial doubt as to our ability to continue as
a going concern.

Going Concern

We currently have no source of operating
revenue, and have only limited working capital with which to pursue our business plan, which contemplates the completion of a business
combination with an operating company. The amount of capital required to sustain operations until the successful completion of
a business combination is subject to future events and uncertainties. It may be necessary for us to secure additional working capital
through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These
conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern"
qualification as part of their opinion in the Audit Report for the year ended December 31, 2012, and our unaudited financial statements
for the quarter ended March 31, 2013 include a "going concern" footnote.

Critical Accounting Policies

The preparation of financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and
assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent
assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting
policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and
which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances;
however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Significant
Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that
affect the more significant judgments and estimates used in the preparation of the financial statements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would
be considered material to investors.

Contractual Obligations

As a "smaller reporting company"
as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

-13-

Item 3. Quantitative and Qualitative
Disclosures About Market Risk.

As a "smaller reporting company"
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

Item 4. Controls and Procedures.

Evaluation of Disclosure
Controls and Procedures: We conducted an evaluation under the supervision and with the participation of our management,
including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company
that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on
this evaluation, our President and Chief Financial Officer concluded as of March 31, 2013, that our disclosure controls and procedures
are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of
any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management's Report on
Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The
internal controls for the Company are provided by executive management's review and approval of all transactions. Our
internal control over financial reporting also includes those policies and procedures that:

Pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and
expenditures are being made only in accordance with the authorization of our management; and

Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness
of the Company's internal control over financial reporting as of March 31, 2013. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the
operational effectiveness of these controls.

Based on this assessment, management
has concluded that as of March 31, 2013, our internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.

-14-

This quarterly report does not
include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control
over Financial Reporting: There were no changes in our internal control over financial reporting during the third
quarter ending March 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

-15-

PART II - OTHER INFORMATION

Item 1. Legal
Proceedings.

We are not a party to any known
pending legal proceedings. We are aware of a threatened claim asserted by a third party seeking payment under an asserted consulting
agreement.

Item 1A. Risk Factors.

Our operations and our securities
are subject to a number of substantial risks, including those described below. If any of these or other risks actually occur,
our business, financial condition and operating results, as well as the trading price or value of its securities could be materially
adversely affected. No attempt has been made to rank these risks in the order of their likelihood or potential harm.
In addition to those general risks enumerated elsewhere in the document, any purchaser of our common stock should also consider
the following risk factors:

Risks Related to the Company's Operations

We are insolvent and we have
zero dollars in Total Current Assets compared to $308,783 in Total Current Liabilities as of March 31, 2013.

We are insolvent. As of March
31, 2013, we had $7,082 cash (and no other current assets) and we had Total Current Liabilities of $203,700. The latter represents
the total amount of debts and liabilities that we owed and which are due for payment within 12 months of March 31, 2013. Thus,
we have almost no funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment,
we are not likely to have the resources to pay or satisfy any such claims. Thus, we clearly face a risk of bankruptcy or insolvency.
In that event, our creditors would assert claims that would result in either the total liquidation of the Company or, failing that,
that our creditors would acquire control of the Company and our existing stockholders would lose their entire investment.

We have incurred continued
operating losses and we lack a history of operations upon which an investor can assess our business and plans.

We incurred $54,977 in net losses
during the three months ending March 31, 2013 and $562,818 in cumulative net losses from inception to March 31, 2013. As a development-stage
or "start-up" company we anticipate that we will likely incur significant additional losses in the future as well. We
do not have any significant revenue-producing operations and we continue to incur costs and expenses for administrative costs,
and other expenses. Further, because we are entering a new business, we lack a substantial operating history on which to base our
anticipated expense and revenues. There is no assurance that we will be successful or that we will be profitable or achieve positive
cash flow in the future.

Unqualified Auditor's Opinion
with emphasis of a matter: Substantial doubt as to the ability of our company to continue as a Going Concern.

Our independent public accountants
issued an unqualified opinion on our financial statements for the year ended December 31, 2012 expressing substantial doubt of
our ability to continue as a going concern.

Our Common Stock is Subordinate
to Existing and Future Debt.

All of our Common Stock is and
will remain subordinate to the claims of our existing and future creditors. As of March 31, 2013, we had $203,700 shown as Total
Liabilities on our Balance Sheet. These existing claims together with likely additional debts, obligations, and other commitments
that we give to others in the future, will be superior to any rights and interests of our stockholders.

-16-

Due to a limited public market
our Common Stock may not be easily sold.

There is a limited trading market
for our Common Shares, and there is no guarantee that a continuous liquid trading market will subsequently develop. All of our
Common Shares are traded only on the non-OTC Pink Sheets Market and there can be no assurance that the Common Shares will ever
gain any liquid trading volumes in any other market or gain listing on any stock exchange. The U.S. Securities and Exchange Commission
requires that any company whose securities are traded on the Bulletin Board Market file a Form 10 and become a "reporting
company" and thereby become subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934.
While we have filed the Form 10 (and we have filed an amendment), there can be no assurance that we will, if we gain trading privileges
on the Bulletin Board Market and that we will be successful in complying with the requirements to retain trading privileges for
our Common Shares on the Bulletin Board.

There may be conflicts of interest
between our management and our non-management stockholders.

Conflicts of interest create the risk
that management may have an incentive to act adversely to the interests of the stockholders of the Company. A conflict of
interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders.

In addition, our management is currently
involved with other blank check companies, and in the pursuit of business combinations, conflicts with such other blank check companies
with which it is, and may in the future become, affiliated, may arise. If we and the other blank check companies that our management
is affiliated with desire to take advantage of the same opportunity, then those members of management that are affiliated with
both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and
directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

Our business is difficult to evaluate
because we have no recent operating history.

As the Company has no recent operating
history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate
a business combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception.
We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a business combination.

There is competition for those private
companies suitable for a merger transaction of the type contemplated by management.

The Company is in a highly competitive
market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions
of small private and public entities. A large number of established and well-financed entities, including small public companies
and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.
Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than
we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business
combination.

Future success is highly dependent
on the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly
speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great
extent on the operations, financial condition and management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful
in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may
be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

-17-

The time and cost of preparing a
private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive
private companies.

Target companies that fail to comply
with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting
companies to provide certain information about significant acquisitions, including certified financial statements for the company
acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that
may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation
of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements
may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company may be subject to further
government regulation which would adversely affect our operations.

Although we will be subject to the reporting
requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading
in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities,
we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the
SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject
us to material adverse consequences.

Any potential acquisition or merger
with a foreign company may subject us to additional risks.

If we enter into a business combination
with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include,
for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks
related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign
economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation,
market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in
other respects.

Our stock price is likely to be highly
volatile because of several factors, including a limited public float.

The market price of our stock is likely
to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks
of stock to have a significant impact on our stock price. You may not be able to resell our common stock following periods of volatility
because of the market's adverse reaction to volatility.

Other factors that could cause such volatility may include,
among other things:

-

announcements concerning our strategy,

-

litigation; and

-

general market conditions.

Because our common stock is considered
a "penny stock" any investment in our common stock is considered to be a high-risk investment and is subject to restrictions
on marketability.

Our common stock is currently traded
on the OTC Pink Sheets and OTC Bulletin Board and is considered a "penny stock." The OTC Pink Sheets and OTC Bulletin
Board are generally regarded as a less efficient trading market than the NASDAQ Capital Market.

-18-

The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those
rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and
the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer
quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account
statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require
that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for
our common stock.

Since our common stock is subject to
the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations
on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock
in the secondary market. There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any
exchange, even if eligible.

The Company
may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our
acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions.
We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target
entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

Our business will have no revenues
unless and until we merge with or acquire an operating business.

We are a development stage company and
have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an
operating business.

The Company intends to issue more
shares in a merger or acquisition, which will result in substantial dilution.

Our Certificate of Incorporation authorizes
the issuance of a maximum of 200,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance
of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock
held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be
valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage
of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized
but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued
in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights
of the holders of common stock might be materially and adversely affected.

-19-

The Company has conducted no market
research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

The Company has neither conducted nor
have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific
business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business
or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable
to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act
without the consent, vote or approval of our stockholders.

Because we may seek to complete a
business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention
of major brokerage firms.

Additional risks may exist since we
will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage
firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common
stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger
company in the future.

We cannot assure you that following
a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.

Following a business combination, we
may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following
such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that
we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business
combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where
our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common
stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes
various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers
and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which
may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business
combination.

There is no public market for our
common stock, nor have we ever paid dividends on our common stock.

There is no public trading market for
our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination
with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never
paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that
any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

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